Supply agreement

SUPPLY AGREEMENT

This supply agreement (hereinafter the "Agreement") has been entered into in [City where the contract is signed] on [Contract date] between the following parties:

1. PARTIES

1.1 Supplier:
[Supplier's company]
Registry code: [Supplier's registry code]
Address: [Supplier's address]
Representative: [Supplier's representative]
Telephone: [Supplier's telephone]
E-mail: [Supplier's e-mail]
Bank account (IBAN): [Supplier's bank account (IBAN)]
(hereinafter the "Supplier")

1.2 Buyer:
[Buyer's company]
Registry code: [Buyer's registry code]
Address: [Buyer's address]
Representative: [Buyer's representative]
Telephone: [Buyer's telephone]
E-mail: [Buyer's e-mail]
(hereinafter the "Buyer")

2. GOODS AND NATURE OF THE AGREEMENT

2.1 Description of the goods: [Description of the goods]. Category of goods: [Category of goods]. The price list/catalogue is appended to this Agreement as an annex, where relevant.

2.2 The Agreement is a framework agreement under which the Supplier sells and the Buyer buys goods on the basis of orders submitted by the Buyer and confirmed by the Supplier. Each confirmed order constitutes a separate contract of sale to which the terms of this Agreement apply. In the event of a conflict between an order and the Agreement, the Agreement prevails, unless the Parties have agreed otherwise in writing in the order.

2.3 The Agreement in itself does not oblige the Buyer to submit orders in a specific volume, unless otherwise agreed in clause 10.

2.4 Shelf life and storage conditions: [Shelf life and storage conditions]. Reference to HACCP requirements: [Does a reference to HACCP requirements apply?].

3. SUBMISSION OF ORDERS

3.1 Orders are submitted in the manner agreed between the Parties (e.g. e-mail, ordering system, telephone) and are confirmed by the Supplier. An order specifies at least the name and quantity of the goods and the desired delivery time and place of delivery.

3.2 The Supplier confirms or declines an order within a reasonable time after receiving it. A contract of sale is deemed concluded when the Supplier has confirmed the order. If the confirmation differs from the order, the contract of sale is deemed concluded on the terms stated in the confirmation only with the Buyer's consent.

3.3 Volume forecasts submitted by the Buyer are for information only and are not binding on the Buyer, unless the Parties have agreed otherwise in writing.

3.4 Minimum order value: [Minimum order value (€)] euros.

4. PRICE AND PRICE CHANGES

4.1 Pricing method: [Pricing method]. Notice of a price change must be given in writing at least [Notice of a price change (in days)] days in advance. VAT treatment: [VAT].

4.2 A price change applies only to orders confirmed after the expiry of the notice period referred to in clause 4.1. Orders confirmed earlier are performed at the prices in force at the time of confirmation.

4.3 The Supplier issues an invoice for each delivery, bearing a reference to the order.

5. DELIVERY TERMS

5.1 Method of delivery: [Method of delivery]. Transport costs paid by: [Transport costs paid by]. Standard delivery time after confirmation of the order: [Standard delivery time (days after order confirmation)] days. Partial deliveries are permitted unless the Parties have agreed otherwise.

5.2 The delivery time begins to run from the confirmation of the order. If the Supplier foresees a delay in delivery, it notifies the Buyer thereof without delay and states the expected delivery time.

5.3 If the goods are delivered to another country or the Parties agree in the order on the use of an Incoterms® rule, the allocation of costs and risk is determined according to the Incoterms® 2020 rule specified in the order.

5.4 If no Incoterms® rule has been agreed, the risk of accidental destruction of and damage to the goods passes to the Buyer upon delivery of the goods, unless otherwise provided by law (Law of Obligations Act (VÕS) § 214).

5.5 Together with the goods, the Supplier hands over the delivery note and the documents pertaining to the goods (VÕS § 211).

6. INSPECTION AND ACCEPTANCE

6.1 The Buyer, acting in its business activity, must inspect the goods upon acceptance and notify the Supplier of any non-conformity within a reasonable time (VÕS § 220). Inspection period: [Inspection period (in days)] days. If the Buyer does not give notice of defects discoverable within a reasonable time, it loses the right to rely on them later — this right is not lost for defects that a careful inspection would not have revealed.

6.2 Deadline for notifying latent defects from their discovery: [Deadline for notifying latent defects (in days)] days.

6.3 Visible defects and discrepancies in quantity are recorded on the delivery note where possible. When notifying a non-conformity, the Buyer describes it with sufficient precision (VÕS § 220 (2)).

6.4 The Buyer may rely on a non-conformity even without timely notice if the non-conformity arose due to the Supplier's intent or gross negligence, or if the Supplier knew or should have known of the non-conformity and did not disclose it to the Buyer (VÕS § 221 (1)).

7. PAYMENT TERMS

7.1 Payment deadline: [Payment deadline]. Late interest: [Late interest (% per day)]% per day.

7.2 A payment is deemed made when the amount is received in the Supplier's bank account specified in clause 1.1. Payment of late interest does not preclude a claim for compensation of damage exceeding the late interest (VÕS § 113 (5)).

7.3 Credit limit: [Credit limit (€)] euros. If the total of the Buyer's unpaid invoices exceeds the credit limit, the Supplier may suspend the performance of new orders until the unpaid amount has decreased to within the credit limit.

8. QUALITY AND WARRANTY

8.1 Quality standard: [Quality standard]. Warranty period: [Warranty period (in months)] months. Remedy for defective goods: [Remedy for defective goods].

8.2 The goods must conform to the terms of the Agreement and the order and to the quality standard referred to in clause 8.1 and, in the absence of an agreement, be fit for the purposes for which goods of that type are usually used (VÕS § 217).

8.3 The warranty period begins upon delivery of the goods and is suspended for the time during which the Buyer cannot use the goods due to a defect covered by the warranty (VÕS § 230 (2)). The warranty does not exclude or restrict the Buyer's other legal remedies arising from the law or the Agreement (VÕS § 230 (5)).

8.4 The Supplier bears the costs related to remedying a defect covered by the warranty and to replacing non-conforming goods, in particular transport and labour costs.

9. PACKAGING, LABELLING AND PRODUCT SAFETY

9.1 The goods must be properly packaged and labelled in accordance with the applicable requirements.

9.2 The Supplier ensures that the goods comply with the legislation governing product safety and labelling, and hands over to the Buyer the documents necessary for using and reselling the goods (e.g. safety data sheets and declarations of conformity) where these are required under the applicable requirements.

10. EXCLUSIVITY AND VOLUME COMMITMENT

10.1 Exclusivity: [Exclusivity]. Either Party may also buy or sell similar goods from or to third parties.

10.2 The exclusivity agreement applies during the term of the Agreement and the Parties apply it in compliance with the requirements of competition law.

10.3 Minimum annual volume: [Minimum annual volume (€)] euros. Failure to meet it entitles the other Party to review the contractual terms or to terminate the Agreement.

11. FORCE MAJEURE

11.1 A breach of an obligation is excused if a Party breached the obligation due to force majeure, i.e. a circumstance which it could not influence and, based on the principle of reasonableness, it could not be expected to take into account at the time of conclusion of the Agreement, or to avoid or overcome the consequence thereof (VÕS § 103). Supply chain disruptions, shortages of raw materials or transport problems constitute force majeure only if they meet those conditions.

11.2 The Party concerned must notify the other Party immediately of the force majeure circumstances and their expected duration. Delivery times are extended by the duration of the effect of force majeure. Long-term force majeure, in the event of which the other Party cannot reasonably be expected to continue the Agreement, gives the right to terminate the Agreement.

12. LIABILITY

12.1 The Supplier is liable for defective goods. In the event of damage caused by a defective product (mainly in the case of personal injury), product liability may apply (VÕS § 1061 et seq.).

12.2 A Party is liable for a breach of the obligations arising from the Agreement unless the breach is excused (VÕS § 103). The injured Party has the right to claim compensation for both direct patrimonial damage and loss of profit.

13. CONFIDENTIALITY

13.1 Prices, volumes and business terms are confidential. A Party may disclose them only in the cases provided by legislation, to its advisers and auditors subject to an equivalent confidentiality obligation, or with the prior written consent of the other Party. The confidentiality obligation also applies after the termination of the Agreement.

14. INTELLECTUAL PROPERTY

14.1 The use of the Supplier's trademarks on the goods takes place in accordance with the agreement of the Parties. The Buyer has the right to use product images for resale.

14.2 The Buyer does not acquire any rights in the Supplier's trademarks or other intellectual property, except for the right of use referred to in clause 14.1 during the term of the Agreement.

15. TERM AND TERMINATION OF THE AGREEMENT

15.1 Term of the Agreement: [Term of the agreement] ([Term in years] years). Notice period for ordinary termination: [Notice period for termination].

15.2 Either Party may terminate the Agreement extraordinarily for good reason, in particular in the event of persistent quality problems, delay in payment or insolvency of the other Party. If the good reason consists in a breach of an obligation by the other Party, the Agreement may be terminated after the unsuccessful expiry of a reasonable term set for ending the breach, unless otherwise provided by law (VÕS § 196).

15.3 The termination of the Agreement does not affect the performance of orders confirmed before termination or monetary obligations that have arisen by the time of termination, unless the Parties agree otherwise.

16. NOTICES

16.1 Notices related to the Agreement which have legal consequences are submitted in writing or in a format which can be reproduced in writing (including by e-mail) to the contact details specified in clause 1. Orders and order confirmations may also be transmitted through an ordering system agreed by the Parties.

17. DISPUTE RESOLUTION

17.1 The Parties first seek to resolve any dispute by negotiation. If no agreement is reached, the dispute is resolved as follows: [Dispute resolution].

17.2 The Agreement is governed by the law of [Governing law].

18. FINAL PROVISIONS

18.1 Amendments and supplements to the Agreement are made in writing or in a format which can be reproduced in writing and enter into force once both Parties have confirmed them.

18.2 A Party may not transfer rights and obligations arising from the Agreement to a third party without the prior written consent of the other Party.

18.3 If any provision of the Agreement is or becomes invalid, this does not affect the validity of the remaining provisions. The Agreement (together with its annexes) constitutes the entire agreement between the Parties and enters into force once both Parties have signed it.

19. LEGAL BASIS

19.1 This supply agreement is governed by §§ 208–230 of the Law of Obligations Act (contract of sale), as applied to recurring deliveries.